The Amazing Spider-Boy 2
by Shinigamilover2
Summary: MPAS AU crossover with Spider-Man. It's been a year since Sherman became Spider-Boy and destroyed Dr. Octopus. Now he's got a loving girlfriend and a great life, but what happens when two new foes appear and want to destroy Spider-Boy for good? And what happens when Sherman discovers the dark intentions of an old friend? Rated T for superhero violence and blood.
1. High Speed Chase

** A/N: Here it is! 'The Amazing Spider-Boy 2'! and this time there are TWO villains. But in between fighting those two villains, there will be a lot of drama in between. And I can promise you it will be as good as the first 'Amazing Spider-Boy' story. So, here ya go! Enjoy!**

** (Normal P.O.V.)**

A tow truck was driving through the streets of New York and the bumper was modified to have a man-made plow like a bulldozer. As it drove through the street it knocked several cars off the road and onto the sidewalks.

"Will you just get out of my way? I've got places to go people! For crying out loud!" shouted the driver of the tow truck who was covered in tattoos from head to toe, his entire body was inked to look like a skeleton. The sound of sirens caught the driver's attention, he turned back to see police cars following him.

"Pull over! Now!" shouted one officer through a megaphone with their heads sticking out through the shotgun window of the police car. The driver then pulled out a mini Uzi and began shooting at the police cars. Out of nowhere, a strand of web attached itself to the gun and it was yanked out of the driver's hand.

"What the?" the driver asked himself.

"The question you should be asking is 'Where the?' dude" came a childlike voice from the top of the vehicle. The driver looked up to see Spider-Boy.

"Spider-Boy! I should have known you'd show up" said the driver. Spider-Boy threw the gun into an open manhole and spoke.

"Always on time to take out the trash" Spider-Boy said as he jumped off the roof and onto the door where the driver's side was.

"Will you just go away?" asked the driver as he opened the glove-box of the truck and pulled out a silver revolver and shot a bullet at Spider-Boy. But thanks to his spider senses, he dodged the bullet and jumped onto the front bumper of the truck itself.

"Geez, it never gets easy" Spider-Boy said to himself. The blasting of his cellphone snapped him out of his thoughts and he pulled his phone out his back pocket to answer it.

"Hello?" Spider-Boy answered.

"Sherman, it's Penny. Where are you? The end of the year BBQ at school has just started. I got you a burger and some hot dogs and they're getting cold. Peabody is wondering where you are too" Penny said through the phone.

"Oh, yeah, the BBQ. Dang, I forgot about that. I'm sorry about that, I'll be there as soon as I can" Spider-Boy responded to the call. Little did he know that the police sirens could be heard through the phone.

"Wait a minute... are those sirens?" she asked.

"Ummmm, No" Spider-Boy lied.

"Sherman" Penny said with a tone that clearly said 'I know you're lying to me'.

"What? Seriously, what?" Spider-Boy asked. His spider senses went off and looked behind him to see a boy who appeared to be in his teen years walking down the street.

"Penny, I'm gonna have to call you back" Spider-Boy said.

"Wait, what's going on? Sherman?" Penny asked.

"I love you, don't hate me. Bye" Spider-Boy said before hanging the phone up and putting it away. Spider-Boy then jumped in front of the tow truck and grabbed the teenager pushing him out of the way of the truck.

"You okay, dude?" asked Spider-Boy as he helped the teenager up.

"Oh my God, Y-You're Spider-Boy" the teenager stuttered in awe.

"Costume gives it all away, huh Edd?" asked Spider-Boy.

"Wait, how do you know my name?" asked Edd. Spider-Boy looked down at the boy's shirt to see a badge for 'McClaine Tech' a company who designed new weapons for Military, Air Force, and Navy forces.

"It's on your badge, Edd Dawson. You work at 'McClaine Tech' right?" asked Spider-Boy as he dusted Edd off of the dirt that came from rolling away from the tow truck in the street.

"Nobody knows who I am, everyone just thinks I'm a nobody" said Edd. Spider-Boy held his gloved right hand up.

"Lick that" Spider-Boy instructed. Edd did as asked and licked the glove. After that, Spider-Boy used the licked hand to smooth down Edd's messy black hair.

"You're not a nobody, because your name is on that badge. You have my eyes and ears out here" said Spider-Boy before shooting two strings of webbing at two street lamps.

"See ya out there" said Spider-Boy before he slingshot himself super fast into the air and landed on the roof of the tow truck he was chasing to begin with. Using his strength, he tore a hole in the roof of the truck and peered his head down to see the skeleton tattooed driver once more.

"Nice tats. You know, you could have waited until Halloween to get them" said Spider-Boy before jumping into the truck through the hole and knocking the driver out the door with a single punch. Spider-Boy then slammed the braked on the truck and made it stop before it could tip over anymore cars.

"Oh no you don't" Spider-Boy said before shooting a strand of web at the foot of the driver who was trying to run away and made him trip. Spider-Boy then walked over to him and put his hands on his hips.

"What am I gonna do with you?" Spider-Boy asked rhetorically. The driver got up and pulled out his revolver again.

"How about nothing? Huh? How does that sound?" asked the driver. Spider then shot a small amount of web at the tip of the gun so it was plugged up. When the driver pulled the trigger, the entire gun exploded in his face.

"Nothing? Nah, too boring. Let's try prison? Huh? Does prison sound good to you?" asked Spider-Boy as he shot a strand of web at one of the driver's wrists and attached the other end of the web to a streetlight. Then Spider-Boy did the same thing with the other wrist and tied it this time to a big blue metal mail box.

"Oops, I almost forgot" said Spider-Boy as he was about to walk away, but then turned around. Spider-Boy shot two strands of web at his pants legs and yanked them down to reveal the driver's boxers and more bone tattoos on his legs.

"You think you're funny huh? It's not funny!" shouted the driver as Spider-Boy was walking away laughing.

"It's kinda funny" Spider-Boy stated in between his laughing fit.

"Now, if you'll excuse me, I have a BBQ to attend" said Spider-Boy as he jumped onto the wall of a building and began climbing up it. Once he was on the roof, he began jumping from rooftop to rooftop.

**(Sherman's P.O.V.)**

Yeah, that's me. Sherman Peabody, your friendly neighborhood Spider-Boy. Things have never been better since last year on my first day of school. My girlfriend, Penny Peterson knows my secret as well as her parents.

And who else knows my secret? My own dad, Mr. Peabody. But he's okay with his son being a web slinging crime fighter.

But do you know what it is I love about being Spider-Boy? Everything! I keep the city safe, I'm at the top of my class, and I'm dating Penny Peterson. How better can it get?

Now, if you'll excuse me. It's my last day of school for the year and then Summer comes. This is gonna be a great Summer.

**(Normal P.O.V.)**

Spider-Boy jumped onto the roof of 'Susan B. Anthony Elementary School' and changed out of his suit to school uniform. With his suit tucked safely in his bag, Sherman jumped off the roof in front of the school and went for the back.

Meanwhile, Penny and Mr. Peabody were sitting at a bench eating burgers. Everyone around them was eating, or playing water sports, or socializing, or dancing to music. The song playing was 'Summertime Guys' by Nikki Clearly.

"What did I miss?" asked Sherman. They turned around to see Sherman in his school uniform and walked over to him.

"Glad you could make it" Mr. Peabody said walking over to his son and hugging him.

"I wouldn't wanna miss out on something big like this, wouldn't I?" Sherman asked hugging his father back. Sherman then broke the hug and walked over to his girlfriend Penny.

"Your timing is terrible" Penny said with a smile and kissing Sherman on the nose.

"I'm sorry. I was caught up in a little traffic jam" Sherman said before kissing Penny back on the cheek.

"Did your little 'Traffic Jam' involve a high speed police chase of a runaway tow truck?" Penny asked with a smile and tucking a strand of hair behind her ear.

"Yeah" Sherman said.

"Glad you could join in on the fun, Spider-Boy" Penny said wrapping her arms around Sherman's neck and hugging him.

"Glad I could too" said Sherman. Everyone then began joining in on the BBQ and having fun.

**A/N: Well, there you have it. Spider-Boy stopping a runaway tow truck, saving a Military Tech design company employee, and joining his girlfriend and Mr. Peabody for a summer BBQ at school. Keep in mind, Edd is NOT going to be 'Electro' he's gonna be a different villain, you'll just have to wait and see what villain he will be. The second villain is yet to be revealed. More to come in the next update. Please review, thanks!**


	2. Hayden McClaine

** A/N: In the last chapter, we got a glimpse at how Sherman is living his life now that Mr. Peabody and Penny know that he's Spider-Boy. And so far he's been having a great time being son to the world's most intelligent dog, loving boyfriend to Penny Peterson, and New York's greatest protector. This is where we left off. Enjoy!**

** (Normal P.O.V.)**

The BBQ was coming to an end and the teachers were wishing the students to have a great Summer and encouraging them to do lots of fun stuff over break. Sherman, Penny, and Mr. Peabody were walking towards the red Moped that Mr. Peabody would take Sherman to school in and were talking as they walked.

"That went better than I thought it would" said Peabody. Penny and Sherman didn't respond. The beagle turned around to see Sherman on his phone and Penny was looking at what he was doing.

"What are you two doing? Playing a game?" Peabody asked as he looked over to see that Sherman uploaded a photo of Mr. Peabody onto an eHarmony profile.

"Sherman, what are you doing?" asked Peabody with a stern look.

"Setting you up for online dating" said Sherman. Peabody began blushing and tried to snatch the phone out of Sherman's hand, but the spider senses allowed Sherman to stop Peabody from getting his paws on the phone.

"Why? I don't need a girlfriend" Peabody said still blushing and trying to snatch the phone away from the human boy.

"Mr. Peabody, I've seen you. You've been alone for a long time. Don't you think it's about time you got out there and meet someone nice?" asked Sherman.

"He has a point you know" Penny said in defense of Sherman's claim. Peabody stopped trying to grab the phone and just calmed down.

"I appreciate the thought Sherman, but I'm doing fine. Don't feel down about this, but this is one of those things that even Spider-Boy just can't accomplish" said Mr. Peabody placing a paw on his son's shoulder. A shadow towered over them and they saw a muscular man wearing a business suit with a blue-tooth in his ear.

"May I help you, sir?" asked Mr. Peabody straightening his bow tie.

"I'm with 'McClaine Tech', we have someone there requesting the presence of your son" the man said to Mr. Peabody.

"They want to see me?" Sherman asked to make sure his ears weren't playing tricks with him.

"Yes, this way please" said the man, leading the three of them to a limousine. Penny took out her phone and texted her parents to let them know where she was. Sherman, Peabody, and Penny entered the vehicle, the man shut the door and the car began moving.

After a fifteen block drive, and passing by all the cars that were being tipped back to their wheels onto the road where that tow truck knocked them down onto the sidewalks, the limo stopped in front of 'McClaine Tech' which was a very tall building and it had a large metal antennae for picking up radio and TV signals.

"Please follow me" said the man as he lead them into lobby which was made from white marble counter tops, floor tiles, and white wallpaper with elegant designs. There was also some white felt furniture and see-thru glass tables. There was even a piano made from crystal.

"Wow, never been here before" Penny said looking around and taking in the beauty of the lobby itself. The man lead them into a circular shaped elevator and pushed a button.

"This is as far as I go. The person you are about to meet is at the penthouse floor. You'll see him there" the man said before the doors shut and they were going up. The elevator was very nice, it even had a TV screen above the buttons, and the news was playing.

"Whoever this guy is must have some good reason to wanna see Sherman" said Penny tapping her foot nervously.

"Well, 'McClaine Tech' is one of the most biggest suppliers of technology to the armed forces, so whoever it is must have a logical enough reason" Mr. Peabody said as he looked through the elevator windows and looked at all the scientists working on technological devices and working with iPads and holographic projections on a projector on a table.

'Ding' the elevator went. The three of them walked out the elevator and looked around the penthouse level of the building. It had black carpeting along with a silver desk underneath a balcony with two silver staircases, one on the left and one on the right leading up to the balcony where a large window was that gave a great view of New York City. In front of them were two black felt couches and had a black marble table with a glass bowl filled with sour Skittles.

"Wow, this place is really nice" Penny said looking around the penthouse office.

"Yes it is very well decorated" Peabody said.

"I don't think I've ever seen an office decorated this nicely" Sherman said to his father and girlfriend.

"Glad to know you like it. The carpeting is new, just got it installed two days ago" said a voice. The three of them looked up to the balcony to see a kid around Sherman's age with pasty white skin, blue eyes, dark brown hair that had one large bang cover his left eye, sort of like an emo-style cut. His clothes were a black skin tight long sleeved shirt, gray skinny jeans, and he had Chuck Taylor sneakers on his feet like Sherman's only there were black.

"Sherman Peabody" the boy said with a smile as he was now in the middle of the one staircase on the left. Sherman smiled.

"Hayden McClaine" he responded.

"It's been a while" Hayden said walking down the stairs and onto the floor.

"Two years" Sherman corrected. Penny whispered into Peabody's ear.

"Who is he?" she asked the beagle.

"Hayden McClaine. The new CEO of 'McClaine Tech' and an old friend of Sherman's back when they were two years younger" Peabody explained.

"Isn't he a little young to be CEO of his own company?" asked Penny.

"His father, Charles McClaine died of cancer before Hayden turned seven, and it was stated in the will that Hayden would be appointed the new CEO as of last year" said the beagle fixing his glasses.

"So, where have you been?" Sherman asked. Hayden gripped onto the handlebar of the stairs and spoke.

"Private Business with the troops in Iraq. Building new tank cannons" said Hayden as he walked with Sherman at his side to his desk and looked outside the other big window giving a great view of New York.

"What about you? What have you been up to?" asked Hayden. Sherman knew that he had to come up with something else to say, so he made something up.

"Just staying at home, reading" Sherman lied. Hayden then looked around at Penny.

"Well, you clearly don't do that all the time because look at what you've got now" said Hayden walking up to Penny and holding his hand out to shake.

"Are you a friend of his?" Hayden asked.

"Girlfriend, I'm Penny Peterson. Nice to meet you" said Penny putting her hand in Hayden's hand shaking it.

"The honor is all mine, ma'am" Hayden said.

"So, um. Is there any particular reason you wanted to see me?" Sherman asked walking away from the window.

"No, just wanted to see my old friend again. And to give you my new phone number" Hayden said pulling out a piece of paper that was a small rectangle, long enough to look like it came out of a fortune cookie and handed it to Sherman.

"Well, I might as well give you mine" Sherman said taking a note pad and pen off the black marble table and wrote down his cell phone number.

"Thanks, let's hang out sometime. It's been a while" said Hayden. Sherman nudged Hayden's shoulder playfully and spoke.

"Yeah, we totally should" said Sherman. After exchanging goodbyes with Penny and Mr. Peabody Hayden left the office and into another room.

Sherman, Peabody, and Penny went down the elevator down to the lobby. It stopped and opened up to reveal someone getting in. It was Edd, the same guy Spider-Boy saved this morning.

"Sorry, you going down to the lobby?" asked Edd.

"Yes" Mr. Peabody said.

"I might as well just go down with you then" Edd said getting into the elevator. Once the doors closed, a news report came on the TV inside the elevator.

"In Road-Rage news, wanted murderer Augustus Fletcher was seen stealing a tow truck and causing a road rage. Police were lead on a high speed chase this morning only to be stopped by Spider-Boy himself" said the reporter's voice on the screen and it was showing footage of Spider-Boy pulling down Augustus' pants with his webs after his wrists were bound. Edd spoke up.

"It must be cool huh? Having the whole world see you like that. The Amazing Spider-Boy. I wanna be like him, and be a hero" said Edd. Sherman rolled his eyes and smiled. The elevator door opened and they left the building.

**A/N: There you have it, Sherman is trying to get Mr. Peabody to find someone to date, and he's reunited with his old friend, Hayden who is head of this story's version of 'OcCorp'** **(McClaine Tech), and we ran into Edd again. More to come in the next update. Please review, thanks!**


	3. Peabody's Date & Edd's Transformation

** A/N: In this chapter, we get to see what villain Edd is gonna become. And we get a little surprise involving that whole 'Online Dating' thing. And yes, Hayden is the second villain but he doesn't show his true villain nature until later on in this story. Enjoy!**

** (Normal P.O.V.)**

Mr. Peabody was in the laundry room and he was folding things as he took them out of the dryer. Peabody's attention was caught when a separate drying machine made a loud buzzing noise that lasted for about five seconds.

"Ah, I was wondering when you'd be done" said the beagle as he walked over to the dryer, opened it, and revealed Sherman's Spider-Boy suit.

"Sherman! Your suit's done! It just came out of the dryer!" called Peabody. Ever since finding out Sherman was Spider-Boy and that the last time he tried to wash his suit in with the other clothes, they all turned blue and red, so Mr. Peabody bought another washing machine and dryer for the suit.

"Just put it on my bed" said Sherman from his room. The beagle got a suspicious look and walked into Sherman's room with the suit in his paws. He saw Sherman on his computer.

"What are you doing?" asked Peabody putting the suit down on the bed.

"Checking the eHarmony account I set up for ya. Someone sent you a 'Wink'. Check it out" Sherman said clicking on a tab and pulling up a photo of a slim pale white girl who was in her twenties. She had green eyes like Peabody, auburn hair like Sherman's that went down to her shoulder blades and she was wearing a gray t-shirt with a black spray-painted butterfly with gold glitter on it, and jeans.

"Sherman, I told you I wanted no part in this online dating game you were play..." Peabody was about to continue but he stopped when he saw the photo. Peabody gazed upon her figure and he got a dreamy look.

"Who is she?" Peabody asked.

"Her name is Mary Jane Watson. She actually lives here in New York City. She sent a message saying she wants to meet you tonight" Sherman explained to him. Peabody walked over to the computer and scrolled down to the private messaging bar and typed in that he would meet her tonight.

"Sherman, could you go get my tuxedo ready for me?" asked Mr. Peabody. Sherman smiled and nodded, leaving the room to do as the beagle asked him to.

Meanwhile, at 'McClaine Tech', Edd was looking through paperwork and walking into a room.

"Hello? Dr. Malcolm? It's Edd Dawson! I came to deliver these to you!" Edd called out to find no one there. He looked below to see giant tanks of sand. The sand was going down large tubes somewhere underground. Most of the tanks were opened in case someone was going to pour more sand in.

"This is so cool" said Edd as he gazed down into the tanks. Little did Edd know that he was reaching himself out too far and he fell down into the tank. Edd looked down to see that he was being sucked into the tube where the sand was being taken down.

"Help me! Somebody! Help me!" shouted Edd, hoping someone would head his pleas for help, but it was too late, Edd fell down into the tube and went down into a dome shaped room that was filled with sand. Four pillars surrounded the sand.

"Where am I?" Edd asked himself as he got up. The sound of machines activating made Edd's spine shiver and the pillars began glowing blue.

Outside the dome, in a computer room someone looking at a computer screen spoke up.

"There's a change in the silicone mass" he said to his one partner.

"It's probably a badger, we run into them all the time. This lab is underground after all, it'll probably crawl back into it's hole as soon as we fire this thing up" said the other scientist as he flipped a few switches and got ready to press a glowing green button.

"Do it" his partner nodded. The scientist slammed his hand down on the button and made the machine activate.

Inside the dome, the pillars began spinning around and emitted lighting and made a sandstorm inside it with Edd in the middle.

"What's happening?" Edd asked. He looked down as his body to see that it was dissolving into sand particles

"No! No! No! No!" Edd screamed loudly and his screams became silent as his entire body turned to sand and the specks joined with the other specks of sand in the sand storm the rotating pillars were created. Soon the pillars stopped rotating and the sand storm stopped. Some of the particles began bonding together to form a human figure. It was Edd, he looked at himself to see that he was now made entirely of sand. He saw a door and cranked it open, once it was open, Edd walked out of McClaine tech and through the city streets.

Meanwhile, Sherman put on his Spider-Boy suit without the mask or the gloves, or the boots on. Over the suit he put on dark blue jeans and a black blazer that was zipped up all the way.

"Ready to go?" asked Peabody. Sherman looked behind him to see Mr. Peabody in a nice navy blue tuxedo.

"Yeah, and you?" Sherman asked walking towards the door.

"Nervous, but yes" Mr. Peabody said as he and his son walked to the elevator together side by side.

Sherman and Mr. Peabody arrived at Beekman Beer Garden Beach Club and went inside.

"Do you see her anywhere?" Sherman asked Mr. Peabody.

"No" said the beagle. Sherman then felt a hand on his shoulder and looked behind him to see Hayden wearing an outfit similar to his only the pants were black. And there were dark circles under his eyes, which weren't there before.

"Sherman, didn't expect to see you here" Hayden said with his hands tucked into the pockets of the blazer.

"Neither did I. What happened to you? You look awful" Sherman said taking notice of the dark circles that were uner his friend's eyes.

"Actually, I was wondering if I could talk to you" said Hayden. Sherman was about to go with Hayden, but someone on a microphone caught their attention.

"Ladies and gentlemen, our next singer for tonight's karaoke night is miss Mary Jane Watson, singing 'Anything Goes' by Cole Porter" said the announcer. Onto the stage stepped on the same girl from the eHarmony page only she was wearing a gray dress and a black cardigan over it and Mr. Peabody began getting that whole 'In Love' look on his face.

"Mr. Peabody, are you alright, sir?" asked Hayden. Sherman just scoffed with a smile and rolled his eyes.

"He's in love" said Sherman. Mr. Peabody kept on staring at Mary Jane as she sang beautifully and saw Peabody in the audience. She winked at him and he just sighed dreamily.

"We should probably leave them be" said Hayden.

"Good idea" Sherman said following Hayden over to a table which had wicker chairs and a nice crystal table with a candle in the middle and it had plates of pasta.

"So, um, what do you wanna talk about?" asked Sherman.

"As you have guessed, I look terrible. The reason is because I have the same illness that killed my dad two years ago" said Hayden. Sherman's eyes widened in shock.

"Really?" asked Sherman.

"Yeah, he told me he was about seven when he first started experiencing symptoms of the virus. But I have a solution to cure me" said Hayden. Sherman scooted closer to Hayden and listened in on his idea.

"What kind of cure?" asked Sherman.

"Spider-Boy's blood" he simply whispered. Sherman's eyes widened and he began getting nervous.

"What? Why would you need Spider-Boy's blood?" asked Sherman.

"Spider-Boy's blood contains something I've never seen before. You remember how Spider-Boy killed Dr. Octopus about a year ago?" asked Hayden. Sherman nodded and let Hayden continue.

"'McClaine Tech' got a sample of Spider-Boy's blood on the floor of the construction site where it happened. We studied the blood and found that inside the blood cells are little anti-bodies that fight off and kill the deadliest of germs, even cancer cells" Hayden said giving off a smile that normally a villain in an old black and white cartoon would show.

"Are you asking me to help you capture Spider-Boy just to get his blood?" Sherman asked. Hayden just gave a small giggle and shook his head.

"No, not capture. Convince. I just need you to give this to him if you see him and that's all I ask. Leave the rest to me" Hayden said taking out a purple envelope and handing it to Sherman. He examined the envelope and put it in his jacket pocket. He looked behind him to see that Mr. Peabody and Mary Jane were eating together and laughing at a story that the beagle was telling her.

**A/N: There you have it. Edd gets mixed in with a sand mutation test and becomes the Sandman, Sherman sets a date up for Mr. Peabody with Mary Jane Watson (Get the reference?) and Hayden wants Spider-Boy's blood to cure his illness. More to come in the next update. Please review, thanks!**


	4. Spider-Boy vs Sandman (Round 1)

** A/N: In the last chapter, the first villain was revealed to be the Sandman. Hayden has developed the same illness that killed his father and wants Spider-Boy's blood to cure himself, and Peabody is falling deeply in love with Mary Jane Watson. And now we get to the first real fight of the story. Enjoy!**

** (Normal P.O.V.)**

Peabody and Mary Jane simply talked to each other and got to know each other very well. And they found out they both were Harvard Graduates, only Mary Jane's degree was in performing arts and was training to be a Broadway actress and hopefully to be a movie star.

"So, any big roles you've landed recently?" asked Peabody.

"I have recently accepted the role of Mrs. Lovett in 'Sweeney Todd' and I've started attending morning rehearsals for the past few weeks" Mary Jane said taking a sip of her wine.

"Those must be very tiring for you" Peabody said as he just poured himself some more wine.

"Yeah, but once I've done all five showings and receive my pay, I'll be able to relax for a while until I get another casting call" Mary Jane said as she looked down at her food but then looked up to hear car alarms go off.

"What is that?" asked Mary Jane pointing to where the alarms were coming from. Peabody looked behind him to see where she was pointing at.

"Sherman!" Peabody called out. Sherman looked away from Hayden while in the middle of a conversation and looked to where the beagle was pointing at. Sherman nodded and got up from the table and went to the restrooms to change into his suit.

A little while later, Peabody and Mary Jane looked around them to see cars torn apart and there was sand all over the place.

"What could have caused this?" Mary Jane asked.

"Truth be told, I have no idea" said the beagle. He then heard someone's feet land onto the street and turned around to see Spider-Boy himself.

"Wow, this place is a wreck" Spider-Boy said getting on one knee and picking up some of the sand.

"But, what's with all the sand?" Peabody asked as he looked at a police car with sand in the engine with the hood up.

"I don't know. But something tells me we're about to find out" Spider-Boy said pointing to the street. Peabody looked to see footprints covered with sand walking over towards another beach fifteen blocks away from the beach club they just left.

"I'm coming with you" said Peabody as he tried following Spider-Boy.

"No, you're not. We don't know who this guy is and what he's capable of. You're just gonna get hurt" Spider-Boy said.

"How do you know you won't need possible backup? I'm coming with you" Peabody argued.

"Okay fine! Shut that hood, would ya?" asked Spider-Boy pointing to the open hood of a police car. As soon as Peabody placed a paw on the hood, Spider-Boy shot some webbing at the hood and Peabody was stuck to the hood by the web.

"I'm sorry, I'm only doing this because I care about you. Please don't get angry, just stay there" said Spider-Boy before creating a web slingshot and shooting himself into the air and began swinging from building to building.

"Spider-Boy! Get back here! Sherman!" Peabody called out. Covering his mouth with his paw and his eyes growing wide when he said his son's name. Thankfully no one was paying attention to him and only to the sand covered street.

Meanwhile, at a large beach where a lot of people were dancing to rave music, Edd was walking in the sand and held his hands up.

"Please! Someone help me!" shouted Edd. Everyone turned their attention to him only to scream and run away as the sand from the beach was attaching itself to his hands and made his skin the color of the sand.

"Hold it! Freeze!" shouted a voice from behind him. Edd turned around to see police officers holding up guns.

"Please put the guns down. I don't wanna hurt anyone, just help me" Edd begged walking towards the police officers.

"Stay back!" the officers warned. Edd didn't listen and they began shooting at him. Since Edd's body was now made entirely of sand, the bullets went straight through him and didn't kill him. Then, Edd got angry and shouted in rage. He turned his fists into giant spiked maces and swung them at the officers with his extended sand-like arms.

"I asked for help and you just shoot at me!? You should be fired for that!" exclaimed Edd. Everyone began screaming and running away as soon as they saw that. Spider-Boy landed behind Edd and called out to him.

"Hey, Sandy!" Edd looked behind him to see Spider-Boy.

"You look familiar. Have we met?" Spider-Boy asked Edd.

"You don't remember me? You saved me from that tow truck yesterday. Remember?" asked Edd. Spider-Boy then snapped his fingers and spoke up.

"Now I do! You have my eyes and ears!" Spider-Boy exclaimed walking slowly towards him.

"Um what was you name again? Don't tell me I know it" Spider-Boy said with his index finger tapping on his forehead.

"It's Edd" Edd said. Spider-Boy took his finger off his forehead and asked something.

"Is it Edd?" asked Sherman.

"Yes" Edd said calmly with a nod.

"Sorry for not recognizing you. It's hard to tell when you're covered in sand" said Spider-Boy. Edd looked down at his hands and clenched them together, making his sand fists grow slightly bigger.

"I don't know what's happening to me. I'm scared and I want help, but I just end up hurting people" said Edd.

"I know that, I can tell you don't wanna be here right now. Why don't you just come with me and we can talk in private? How does that sound?" Spider-Boy offered. Edd nodded and walked towards Spider-Boy but one officer just pulled their gun out and shot Edd in the knee, which went right through it.

"YOU!" shouted Edd. He extended his sandy arm and punched the officer so that he fell into the lake. Edd then turned to Spider-Boy.

"You're so selfish" Edd growled as the sand around him made his body grow bigger than before.

"Stay with me, Edd. Stay with me" Spider-Boy said trying to calm Edd down.

"You set me up" Edd growled but a little bit louder.

"No, I'd never set anyone up, you've gotta believe that" Spider-Boy said in defense.

"YOU LIED TO ME!" shouted Edd.

"No, I'm trying to help you. Let me help you, Edd" Spider-Boy pleaded gently.

"Stop calling me that! Edd is no longer alive. Now I am the Sandman!" Edd declared as he turned his giant fists into brass knuckles and punched Spider-Boy into the water.

"Aw, yuck" Spider-Boy said shaking himself off of the water and taking a piece of seaweed off his shoulder that attached itself to him when he was shot into the water.

"What are you looking at!? Go away!" Edd shouted and began shooting spheres of sand out his palms at the people who were watching the fight. Spider-Boy looked down at his boots to see the sand turning into mud with the water covering it.

"That's it" Spider-Boy said to himself and ran over to a firetruck that was finished putting out a fire nearby.

"Can I borrow this?" Spider-Boy asked as he held up the spare hose.

"Anything for you, Spider-Boy" said one female firefighter. Spider-Boy also picked up a firefighter helmet and put that on top of his masked head.

"I gotta borrow this too, sorry" Spider-Boy said as he tightened the hose on the hydrant. Once the hose was tightened, Spider-Boy took aim at Edd and called out to the large sand-made being.

"Hey Sandman! Have a drink!" Spider-Boy called out shooting water at him. Edd kept on screaming 'No' as he was slowly turning into mud and fell backwards into the water.

"No! No! Nooooooo!" shouted Edd as his mud turned body floated down the stream. Spider-Boy stopped shooting the water and took the firefighter helmet off.

"Good riddance" Spider-Boy said with a sigh of relief. Spider-Boy then remembered what Hayden gave to him and took out the envelope. He opened it and read it.

"Meet me at 'McClaine Tech' as soon as you can. It's urgent" Spider-Boy read the letter out-loud. Unfortunately he knew too well what Hayden wanted, his blood. He walked over to a building and climbed the wall and then began swinging through the city to get to 'McClaine Tech' to speak to Hayden.

** A/N: I hope you enjoyed that fight, because it's gonna be a little while before you see Sandman again. He won't be here for a little while until near the end of the story, but don't worry, he's not dead, mud gets dry at some point and he'll turn back into his human form. Anyways, more to come in the next update. Please review, thanks!**


	5. Arrival of the Goblin

** A/N: In the last chapter, we officially got to see Spider-Boy vs Edd (A.K.A. The Sandman). And now we will see Spider-Boy confront Hayden at McClaine Tech about wanting his blood to cure his infection. Here we go! Enjoy!**

** (Normal P.O.V.)**

Hayden was sitting down in his black long sleeved pajamas and was watching the TV of the whole fight between Edd and Spider-Boy in the penthouse office of 'McClaine Tech'.

"You wanted to see me?" asked a voice. Hayden jumped in shock and turned around to see Spider-Boy standing on the desk but got off and walk slowly towards him.

"Oh, Spider-Boy. Yeah, I did" Hayden said shutting the TV off and picking up his cherry coke can.

"I'm all ears" Spider-Boy said still standing up.

"I'm sick" Hayden said pointing to the black circles surrounding his eyes that were now pale blue instead of their normal brown color and some black cold sores surrounded his eyes too.

"I can see that. And I'm sorry about that. I wish there was something I could do to help" Spider-Boy said as he looked at how sickly Hayden looked. It kind of disturbed him to be honest.

"Oh, but there IS something you can do to help. That's why I summoned you here" said Hayden smiling a little bit and taking a sip of his cherry coke.

"What?" Spider-Boy asked putting on an act like he didn't know what he was talking about but really did.

"Your blood is the cure. You have cells in your blood that can swallow cancer and not become infected. You truly are a walking miracle" Hayden said giggling a little bit with a sinister tone to it.

"So you want me to give you some of my blood to transfuse into your own body just to cure yourself?" Spider-Boy asked in outrage.

"Not just me. If it works on me, we can help the other lost souls who are close to dying like I am. We can change the way doctors look at modern medicines, we can literally change the world" Hayden said trying to persuade Spider-Boy but Spider-Boy backed away frightened a little bit.

"No, I can't" said Spider-Boy Hayden then got a look of confusion and anger.

"What do you mean 'No'?" Hayden asked.

"My blood is radiated. A radioactive spider gave me my powers by biting me. The venom flowed through my blood and that's what gave me these powers. But who knows how that's going to affect other people? I'm sorry, but I can't do a transfusion, I just can't" said Spider-Boy walking to the open window behind the desk and jumped out.

"This isn't over" Hayden growled and crushed the soda can in his hand, making some spill on his skin and the carpet.

"This isn't over! Not even by a long shot! Do you hear me, Spider-Boy!? You haven't seen the last of my face! I can make your life a living Hell!" Hayden shouted out the window with black veins now appearing all around his eyes.

Back at the Peabody penthouse, Spider-Boy took his suit off and poured the sand from his fight with Sandman out his boots.

"I was wondering when you'd be home" Peabody said as he came out of the kitchen from washing the dishes. Sherman walked over to the laundry room wearing nothing but his underwear and put his Spider-Boy suit in the washing machine.

"Sandman was a tough one to fight, and I had a little misunderstanding with Hayden" Sherman said as he pushed the buttons on the washing machine and took his bathrobe out of the clean clothes pile on the other side of the room and put it on.

"What happened with you and Hayden exactly?" asked Peabody sitting down at the table.

"Not between me and Hayden, between Spider-Boy and Hayden. He wanted his blood to cure his illness. I said 'No' because I don't know what the radiation will do to him" Sherman said sitting down next to Mr. Peabody.

"He'll get over it, I'm sure of it. And what about Sandman? How'd that turn out?" asked Peabody with a paw on his son's shoulder.

"Little bit of water and now he's probably resting at the bottom of the Hudson as a large mud puddle" Sherman said.

"Mr. Peabody, why did you wanna come and help me so desperately? You know it's dangerous" said Sherman. Normally the parent would scold the child, but this time, the child was scolding the parent.

"It worries me that you take on these kinds of things without any backup. I wanna help you out anyway I can" Peabody said. Sherman sighed and put both hands on the beagle's shoulders.

"Mr. Peabody, remember when Dr. Octopus put you in the hospital? I was holding you in my arms, crying as you were unconscious. I kept my secret from you to keep you safe. Today, that was something I was trying to protect you from" Sherman explained. Peabody just gave a small smile and hugged his son.

"You're right. I worry too much. You're the one with the superpowers, not me. But just know that if you need anything at all, I'm here for you. Penny as well" Peabody said. Sherman hugged his father back and after a while they broke the hug.

"Thanks. So, how was your date with Mary Jane?" Sherman asked. Peabody's eyes widened and he began speaking.

"It was AMAZING! She's an actress and she has a role in 'Sweeney Todd' I am going to be there on her first performance and and I'm sure she will smile when I'm there" Peabody said. Sherman rolled his eyes and smiled as he listened to all the details of his dad's date.

Back at McClaine tech, Hayden was trembling with anger and hatred. Spider-Boy said 'No' to giving him his blood, the key to curing him.

"That stupid insect, I should have put him in his place when I had the chance. But no, I just had to beg like a dog and just lose my temper that he said no" Hayden said to himself scratching at his desk and leaving claw marks from his finger nails in the desk. Hayden's eyes widened and remembered something Spider-Boy said.

'A radioactive spider gave me these powers by biting me. The venom flowed through my blood and that's what gave me these powers' the voice echoed in his head. Hayden began chuckling evilly and smiled as he walked to the elevator and took it down to level seventeen, the insect testing facility. Hayden walked over to a small plastic box filled with a grand total of twenty spiders.

"Hello there little guys. Good news, you're my ticket to a clean bill of health" Hayden said to the spiders. He picked the box up and walked over to a special machine.

"In ya go" Hayden said as he opened the box and dropped the spiders in through a special slot and closed it. Hayden looked in through a viewing slot where he saw spider after spider get lifted into the air by a small claw, and with two needles, milked the venom out the spiders. As soon as all the spiders were drained of their venom, the venom was placed in a large petri dish.

"Ding, fries are done" Hayden cackled as he took the venom out of the machine after it got squirted into the petri dish. Hayden then took the dish and took it to the fourteenth floor's chemical testing lab. Once he walked in, he saw a microwave with a yellow warning sign on top.

"Warning: May cause radiation poisoning if any part of body comes in contact" Hayden read aloud. Hayden just shook his head and smiled as he placed the petri dish into the microwave and set it for about five minutes. Once the five minutes passed, Hayden took the dish out of the microwave and smiled as he gazed upon the now blue glowing venom.

"Who needs Spider-Boy's blood when I've got what I need right here in my hands?" Hayden asked himself with a sinister smile on his face. He then took a small needle from the counter and put the venom inside it.

"Let's take this baby for a test run, shall we?" Hayden asked himself as he walked to the elevator and took it back up to the penthouse and went into his private bathroom.

"Well, here goes nothing" Hayden said looking into the mirror and injected it into his neck. Hayden hissed in pain and he began to feel nauseous.

"Oh God (Cough Cough Cough) OH GOD!" Hayden said in the middle of his nausea. Soon the nausea went away and he looked in the mirror to see his cold sores and the black veins began disappearing.

"It worked" he muttered with a relieved smile. Soon, he felt a great deal of excruciating pain flow throughout his body and he began screaming.

"No! No! No! No! NOOOOOOOOOOOOO!" Hayden screamed as he tore off his shirt. And fell to the ground.

"Please! Please, God, please! No! No! No!" Hayden shouted over and over again. Hayden began grunting and groaning in pain as his brown emo-style hair turned somewhat of a bright orange with streaks of brown in it with some frizzle bits of hair stuck out of it. His eyes began turning light blue again and green veins surrounded his face. His teeth became pointy and sharp with black roots inside them, his ears became pointy like elf ears, his body became so skinny you could see his ribcage and have black and green veins cover his chest.

"Make it stop! Please!" Hayden cried as he looked down to his hands where his fingernails grew more sharp, turned a little bit black like an animal's claws. His arm muscles grew slightly bigger and green veins covered his neck.

"Ugh, thank God it's over" Hayden said as he got up and looked at what became of himself in the mirror.

"Aaaaaaaaahhhhhhhhhhhhhh!" Hayden screamed with his hands tugging at his hair.

"Look at me! I'm a monster! A hideous frickin' monster!" Hayden shouted to himself and then punched the mirror leaving multiple cracks in the mirror surface. Hayden then growled in anger.

"Spider-Boy did this. He said 'No' and now I had to resort to this! I will make him pay! I will make him suffer! I will destroy him!" Hayden screamed to the ceiling with his hands clenched into fists.

Hayden took the elevator down to the weapons testing room on the twentieth floor below him. In the room he saw a dimly lit corner where once Hayden's presence was noticed, the lights turned on and revealed what appeared to be a glider.

"It's perfect" Hayden said to himself. The glider itself was a black painted jet turbine engine with two small but strong metal beams attached to the sides. Attached to the beams were two purple painted wings with dark purple fins at the end of the wings. Near the engine and the front of the wings were knives and under the center of the wings were little black Gatling guns. On the top of the wings in their centers were what looked like black bike pedals with some metal grips on the sides.

"But I'm still missing something" Hayden said looking behind him to see another dimly lit corner that once it was lit up, it revealed a see-thru glass mannequin with a black spandex suit with dark green football padding-like pads on the shins, knees, chest, abdomen, arms, shoulders, and elbows. Attached to the front of the arms were three sharp blades with three holes in the blades themselves.

"There you are" Hayden said before chuckling a bit and took the suit off the mannequin and put it on himself. After it was placed on him, he pressed a red button on his left gauntlet and the glider began flying on it's own and towards him. Hayden then got onto the glider, and placed his feet on the pedals, the metal grips attached themselves to empty slots in the soles of the boots. Hayden leaned to his right and the glider shifted to the right.

"That's more like it. You think that Sandman and Dr. Octopus were a challenge? Wait until you get a load of me! The Green Goblin! Hahahahahahahahaha!" Hayden shouted to the ceiling with his hands raised and his laugh sounding like a witch's laugh.

**A/N: First Sandman, and now the Green Goblin. Sherman is in for quite a challenge when he sees his newest foe. And don't worry, Sandman will come back soon, but not for a while, I promise. More to come in the next update. Please review, thanks!**


	6. Spider-Boy vs Green Goblin (Round 1)

** A/N: Here is the new update. Spider-Boy refused to give Hayden his blood and now he injected himself with radioactive spider venom turning him into a hideous goblin-like creature. Now using a new glider and suit, he will use his new form to take his revenge on the web swinger. Enjoy!**

** (Normal P.O.V.)**

Mr. Peabody set up some lawn chairs on the sidewalk for Sherman, Penny, and himself. Today was the Fourth of July parade and Sherman wanted to take Penny to see it as a date.

"Here we are" Sherman said as he directed Penny to where they were sitting.

"You set up an additional chair for me? How thoughtful" Penny said as she sat down with her hand still being held in Sherman's.

"Anything for you" Sherman said as he kicked open an icebox next to him and used his webbing to fling two plastic bottles of Coke into his hands.

"For you, Ms. Peterson" said Sherman as he uncapped the drink and handed it to her.

"Why thank you" Penny said taking the drink and having a small sip of it. Sherman sat down and did the same with his drink. Mr. Peabody took out a red Nikon d3200 camera and began taking pictures of the floats and people playing instruments who were passing by on the streets.

"Mr. Peabody" said a familiar voice. Peabody turned the camera to his left to see Mary Jane Watson wearing a striped white and brown shirt with dark blue jeans, brown boots and a black skin-tight leather jacket.

"Oh, Mary Jane. I didn't expect to see you here" Mr. Peabody said nervously as he put the camera down next to his chair.

"I was actually just finished my last morning audition and I figured I'd watch the parade before going home. What about you?" Mary Jane asked as she sat down next to him on the blanket that Peabody laid out before unfolding the chairs.

"My son asked if he could take his girlfriend here as a date, I said he could" Peabody said pointing to Sherman and Penny talking.

"They look happy together" Mary Jane said with a smile.

"Care for a drink, Ms. Watson?" asked Mr. Peabody as he opened the cooler up.

"Dr. Pepper please, oh and call me MJ everyone else does" MJ said as he took the canned Dr. Pepper out the cooler and handed it to her.

"Very well, happy fourth of July MJ" Peabody said holding his drink up.

"Happy fourth of July to you too, Mr. Peabody said as she held her drink up and tapped the top edge against his drink. They took a sip and began looking towards the parade together.

Meanwhile, Penny and Sherman were talking about the confrontation Spider-Boy had with Hayden.

"He wanted your blood?" asked Penny.

"Yeah, he said he thought it would cure his illness" Sherman said taking a sip of his drink and tapping his index finger against the plastic bottle.

"Did you give it to him?" asked Penny. Sherman shook his head.

"No, I said that it might have a different and more negative affect on him than it did with me. He then began yelling out the window as soon as I left" said Sherman. Penny then wrapped her arms around his neck.

"He'll get over it, I'm sure. Sherman, he can't stay mad forever" said Penny. Sherman smiled and kissed Penny on the forehead lightly.

"Thank you, I hope so too" Sherman said with a small smile. Penny then looked up to see what looked like a line of white smoke that jet planes would give off as they flew, but it was below the buildings.

"What is that?" asked Penny pointing to the smoke. Sherman looked up to see what Penny was looking at and began getting a suspicious look. The smoke then shot something out in front of it and it was a missile, Sherman's spider senses kicked in.

"Get down!" Sherman shouted, pinning Penny to the ground and he stood over her to shield her. The missile came in contact with the ground and caused a float to tip over to it's side and the parade spectators began getting scared and running away.

"It's fourth of July ain't it? Why aren't there any fireworks?" came a voice. Sherman looked up to see the Green Goblin on his glider and shooting missiles at the streets and injuring and killing the band players on the streets.

"This is crazy!" shouted one band player who was holding a trombone in his hands. The Goblin turned around to see the trombone player and other players standing next to him or behind him.

"Crazy, am I?" asked the Goblin before pulling something from behind his back and revealed an orange sphere with a white button on top. He pushed the button with his thumb and the button turned red, after that he threw the sphere at the band players and the device exploded into a red wave that turned them into skeletons and the bones, clothes, and instruments fell to the street.

"Hahahahahahahahahaha!" laughed the Goblin before flying away and shooting at the balloon covered float and made it explode into million tiny pieces of wood, machine parts, and rubber bits of balloon.

"What fun are balloons if you can't pop 'em?" asked the Goblin with an evil chuckle after the float blew up.

Sherman saw everything the Goblin did and got underneath a taxi, changing into his suit. Once the suit was on, Spider-Boy used his strength to lift up the taxi and throw it at the Goblin. The taxi hit the left wing of the glider and made him spin out of control for a split second but regained control.

"Who threw that!?" the Goblin demanded.

"I did. And if want fireworks like you asked, you're gonna have to wait until later tonight" said Spider-Boy gaining the Goblin's attention.

"Ah, Spider-Boy. Is it unusual that I've been expecting you? I hope not" the Goblin said lowing himself down on the glider to get down to Spider-Boy's eye-level.

"No, it's pretty much everyday I deal with psychos like you" Spider-Boy said running up to the Goblin and punching him in the face. The Goblin then growled and kicked Spider-Boy off his glider and back onto the street. The Goblin noticed Mary Jane and flew over to her and picked her up.

"MJ!" shouted Mr. Peabody. The Gatling guns on the glider slid out a little more and the Goblin lowered her down to make the guns be in her face.

"One more step and she dies!" The Goblin threatened.

"NO!" Peabody shouted with tears threatening to fall from his eyes.

"Leave her out of this! Put her down now!" Spider-Boy demanded jumping on top of a firetruck that was passing by and that was putting out the fire of one of the destroyed floats.

"Very poor choice of words" the Goblin cackled dropping MJ and she screamed as she fell. Spider-Boy jumped underneath MJ and he delivered her safely to the ground.

"She's all yours" he said to Mr. Peabody before using his web slingshot to shoot himself up to the Goblin and his glider.

"Heads up!" shouted Spider-Boy. The Goblin looked down to see Spider-Boy jumping up at him and punching him in the face. He was now on the Goblin's glider with him and began kicking at him, but the Goblin only dodged each attack Spider-Boy threw at him.

"You fight well, but but let's test your reflexes, shall we?" asked the Goblin as he held up a wrist and shot out spinning razor blades and Spider-Boy dodged them all thanks to the spider senses.

"Nice" the Goblin said sarcastically and punched Spider-Boy in the face.

"Isn't it your bedtime about now?" asked the Goblin as he pulled out a small pill and crushed it in his hand and held it up to Spider-Boy's face.

"(Cough Cough Cough) What is this stuff? (Cough Cough)" Spider-Boy asked in between his coughs.

"Knock out gas, made it myself so you'd better like it" the Goblin growled. Spider-Boy then fell asleep and fell off the glider. The Goblin flew down and caught Spider-Boy in his arms. After that, the Goblin flew off with him, with Peabody and Penny worried about what the Goblin would do to him.

**(Time Skip: 8:23 PM)**

** (Sherman P.O.V.)**

I felt dizzy and felt as if I was gonna throw up. I felt like my arms were being held up and I couldn't put them down.

"Wake up little spider. You're not dead, just paralyzed. Temporarily" said a voice. I snapped out of my nausea and looked up to see my wrists were bound by duck tape and I was hanging from a metal hook that was attached o the ceiling, my feet hung about two inches from the floor. I looked in front of me to see the same guy I fought that attacked the parade. We were in an old warehouse at the New York pier.

"You're an amazing creature, Spider-Boy. I congratulate you for impressing me" he said with a smile showing his sharp nasty teeth.

"Who are you?" I asked sleepily since I still felt a little tired from the knockout gas he used on me.

"I am the Green Goblin, I know who you are already. New York's friendly neighborhood Spider-Boy" said the Goblin as he was now walking in circles around me.

"You know, I was gonna just kill you. But after seeing how well you fought, I thought to myself, you and I are not so different" he said to me.

"I'm not like you, you're a murderer" I told him sounding like I was about to yawn.

"Well, to each his own. I chose my path, you chose the way of the hero. And for a while they found you amusing, the people of this city. But the one thing they love more than a hero is to see a hero fail, fall, die trying. In spite of everything you've done for them, eventually they will hate you. Why bother?" he asked me shrugging his shoulders.

"Because it's right" I said. The Goblin came up behind me, put his arms around my belly and spoke into my right ear.

"Here's the real truth. There are eight million people in this city. And those teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders. You and me, we're exceptional" he explained to me. Everything this guy was talking about made me feel sick, this guy was more psycho than Dr. Octopus. I then felt him lift me off the hook and place me on the floor with my hands still bound together by the tape.

"I could squash you like the bug you are right now, but I'm offering you a choice" he said pulling out a knife and kneeling down to me.

"Join me. Imagine what we could accomplish together, what we could create" he said cutting my hands free with the knife.

"Or we could DESTROY! Cause the deaths of countless innocents in selfish battle again and again and again until we're both dead! Is that what you want?" he asked me. His glider came up behind him and he did a back-flip to get on it.

"Think about it! Hero!" he yelled into my face before flying away. I just got up recovering from my tiredness and began swinging through the city to get back to my house, and I hope I get there quickly, I fell like I'm gonna throw up.

**A/N: There you have it! The first fight between the Green Goblin and Spider-Boy, and the proposal scene from the first Spider-Man movie when the Green Goblin is trying to convince Spider-Boy to join him. I hope this was a good chapter for you guys. More to come in the next update. Please review, thanks!**


	7. Setting Up The Trap

** A/N: In the last update, the Green Goblin and Spider-Boy fought in the middle of the Fourth of July parade, and the Goblin proposed for Spider-Boy to team up with him (Of course he's gonna say 'No' to that) and now this is where we left off. Enjoy!**

** (Sherman P.O.V.)**

When I got home, Mr. Peabody ran over to me and hugged me, he sure looked worried that I was taken by that Green Goblin creep. I told him what happened and what he offered, and he was glad I told him I'd never team up with criminals. Penny was happy to see me too, as soon as I finished explaining, she took me to my bed, helped me take my suit off and just put me in bed. After that she kissed me on the forehead (I love it when she does that) and left. I drifted off to sleep after that.

** (Normal P.O.V.)**

Meanwhile, in the marshlands by the Hudson, a pile of mud was dried and reformed to become a human looking figure lying down in the dirt. It was Edd, he had reconstructed himself after being turned into mud.

"Get up!" shouted a voice. Edd jumped awake startled and got up to his feet. When he got up, he saw in front of him the Goblin.

"Edd Dawson, it's been a while" said the Goblin as he sat cross-legged on his glider in front of Edd.

"Who are you?" Edd asked turning his hands into large sand fists.

"Really? You don't remember me? Hayden McClaine? Your employer" said the Goblin trying to refresh Edd's memory. Edd then got wide eyed and lowered his fists.

"Mr. McClaine, sir, I'm sorry I didn't recognize you. How did you find me?" Edd asked. The Goblin pulled out a hand-held Nintendo looking device and held it up to Edd.

"Chemical tracking tech. When McClaine tech receives something, we place a distinct chemical imprint on it so we can track it in case it was stolen" the Goblin said putting the device away.

"Oh. What happened to you?" asked Edd in confusion.

"What Spider-Boy made me do, he was the only hope I had of curing my illness and he said 'No' to helping me. I injected myself with radiated spider venom and now look at me" the Goblin said getting off his glider and looking down at his hands and clenched them into fists of anger.

"Spider-Boy did you wrong too?" asked Edd. The Goblin looked up to face Edd instead of his fists.

"What do you mean?" asked the Goblin in a confused tone.

"He set me up, everyone shot at me. He made me look like a fool" said Edd with anger. The Goblin smiled and chuckled a bit.

"So we both have reasons to hate the spider. I asked him to join me and we would be invincible, but now I know that he's not gonna do it. He's too much of a "Hero" to do something like that" the Goblin said as his smile faded into an angry look.

"We have more in common than we thought, Mr. McClaine..." Edd was about to continue but the Goblin cut him off.

"Please, don't call me that. Hayden McClaine is a shadow of the weakling I once was. Call me, the Green Goblin, or simply, Goblin" the Goblin said politely as he placed a hand on Edd's shoulder.

"Yes sir, Goblin. What do you wanna do?" asked Edd with a sickly smile that said 'I'm ready to get the revenge I so rightfully deserve'.

"We lure Spider-Boy out with a little trap. We find the right person to use as bait, set it up at that abandoned hotel downtown in Manhattan, and we let the spider do the rest. Sound good?" asked the Goblin. Edd smiled and nodded.

"Well then, what are we waiting for? Let's go catch a spider" Edd said walking away, but the Goblin placed a hand on his shoulder to stop him.

"Wait, we need to find someone to be the perfect bait, and I know who will be perfect" said the Goblin pulling out a piece of parchment that was a flier for the Broadway production of 'Sweeney Todd: The Demon Barber of Fleet Street' that had Mary Jane as Mrs. Lovett on the front with someone else playing Sweeney Todd himself, and a photo from a newspaper of Paul Peterson and his daughter standing in front of a newly build hospital.

"Oh yeah, hehehehe" Edd chuckled a bit and the Goblin chuckled along with him.

Meanwhile at the theater, Mr. Peabody was watching Mary Jane sing 'The Worst Pies in London'.

"These are probably the worst pies in London! I know why nobody cares to take them, I should know, I make them. But good? No! The worst pies in London!" she sang, giving Peabody a tear to his eye because of her singing. The set behind them exploded and everyone began screaming in horror.

"Hahahahahahahahahahahahaha!" came a laugh. From the flames of the destroyed set came the Goblin on his glider. He lowered himself to Mary Jane and picked her up.

"MJ! No!" Peabody screamed through the audience.

"If you want this girl to live! Tell Spider-Boy to come get her at the abandoned Coleman Hotel! I'll be waiting for him!" said the Goblin before flying away with her. Peabody then ran out of the theater to get to Sherman.

Meanwhile, Penny was at the mall with her mom buying some new shoes for a party her father was holding for the twenty fifty anniversary of his insurance company.

"I like these shoes, I hope Sherman likes them when I ask him to go with me" Penny said to her mother.

"I know he will, those shoes look really nice on you, sweetie" said Patty. A truck carrying sand stopped in front of the mall and out of the trunk came Edd completely enlarged by all the sand surrounding him and he roared to the sky.

"Sandman!" Patty shouted out, Penny knew what it was too since they both saw the report on Spider-Boy fighting him a few nights ago. The Sandman saw Penny and grabbed her.

"Penny! Put her down! Put her down, right now!" Patty demanded with tears in her eyes.

"She's not YOURS to take, she's Spider-Boy's! Tell him that he has to come get her at the Coleman Hotel" said Sandman stepping out of the truck and walking away towards the hotel. Patty then got an idea and ran to the Peabody residence to get Sherman.

Back at the penthouse, Sherman was getting out of the shower wearing his bathrobe and drying his hair off with a towel.

"Let's see if anything good's on TV" Sherman said as he sat down on the couch and turned the 80 inch HD TV on to see an old Japanese Monster movie.

"Oh, cool" Sherman said as he saw the guy in a giant rubber suit fighting a giant moth" he heard the elevator door open and looked to see Mr. Peabody and Patty.

"Guys, what happened? Why do you look so upset?" asked Sherman as he got up from the couch.

"The Sandman took Penny" Patty said in an upset tone. Sherman gasped and got wide eyed.

"And the Goblin took MJ" Peabody said.

"What?" Sherman asked. Now he was getting angry, he ran over to his room and took his Spider-Boy suit off his bed.

"What are you doing?" asked Patty.

"I'm going to get them back" Sherman said taking off his bathrobe, revealing his underwear and put the spandex pants and boots on.

"Sherman, it's dangerous. You don't know how dangerous this fight will be" Peabody told him. Sherman put the spandex shirt with the spider logo on it and his gloves.

"I know how to deal with Sandman, the Goblin will be a bit of a challenge. Where did they say they were taking him?" Sherman asked as he grabbed the mask and walked out his bedroom door.

"The abandoned Coleman Hotel right across the street from the left entrance of Central Park" said Patty. Peabody ran up to Sherman and grabbed his wrist.

"I'm coming with you this time" said Peabody. Sherman yanked his wrist out of his father's paw and spoke.

"No. You remember was Dr. Octopus did to you? Do you wanna go through that a second time? Because I don't. I can't have help, because I don't wanna put your life in danger again" Sherman said. Peabody put a paw on his son's cheek and spoke.

"I've learned from our experience with that horrid octopus woman, and I've prepared myself for something like this for a while now. And you need to know something" said the dog calmly.

"What is that?" asked Sherman.

"Everyone needs help sometimes... even Spider-Boy" the beagle said calmly with a smile reassuring the boy he'd be alright. Sherman looked down at his mask and then at Peabody. He put the mask on and walked over towards the window.

"Well, what are we waiting for then? Let's go take down these creeps" Spider-Boy said jumping out the window and shooting a web at a building. Peabody smiled and went down the elevator and called a cab to take him to the Coleman.

**A/N: There you have it! Now Peabody is gonna help Spider-Boy this time! The Green Goblin and Sandman have teamed up and kidnapped Penny and Mary Jane and Spider-Boy is in for the most intense fight he's ever had to face. More to come in the next update. Please review, thanks!**


	8. Hotel Confrontation (Part 1)

** A/N: In the last update, Sandman and the Goblin have teamed up to take down Spider-Boy. And to do that, they've kidnapped Penny and Mary Jane to use as bait and take them to an abandoned hotel. And Mr. Peabody was able to convince Sherman to take him with him to get their girlfriends back. Let's get this on with! Enjoy!**

** (Normal P.O.V.) **

Spider-Boy landed onto the sidewalk in front of the Coleman Hotel.

"What a pleasant place this Goblin chose" Spider-Boy said to himself.

"Wait!" Spider-Boy looked to his left to see Mr. Peabody running towards him.

"Glad you could make it" Spider-Boy said as they now walked into the abandoned hotel side by side. Once they got into the building, they looked around to see a dimly lit room with half the light-bulbs busted out or broken, there were bags of sand torn open at the very top with some sand scattered on the burgundy carpeting. There was also a grand staircase that looked like the one from the Titanic, and a crystal chandelier hung from the center of the ceiling.

"Spider-Boy!" shouted a voice. Peabody and Spider-Boy looked up to see Penny and Mary Jane bound by their hands to the top of the chandelier.

"MJ, Penny!" called out Mr. Peabody in worry.

"Thank God you two are here" Penny said in a scared tone.

"Just stay calm okay, we're gonna get you down from there" Spider-Boy said walking closer to the grand staircase.

"No, don't!" Mary Jane shouted. The sand surrounding the floor and in the sand bags began to form in front of Spider-Boy and turned itself into Sandman.

"Remember me?" asked Sandman turning his giant sand hands into a hammer and a mace. Spider-Boy backed up a bit and looked to Mr. Peabody.

"Just stay there, okay?" Spider-Boy instructed. Peabody backed up a bit and stood next to a fake potted plant.

"Hahahahahahahahahahahahahaha!" a menacing laugh boomed throughout the room. A laugh Spider-Boy knew too well. From the top left door on top of the grand staircase came out the Goblin in his glider and it got in the middle of Spider-Boy and Sandman.

"Looks like the spider has fallen into our little trap" said the Goblin with a sadistic smile. His smile faded when he saw Peabody and then looked up at Penny. His smile came back and chuckled a bit.

"Sherman. When you said Spider-Boy said 'No', you meant YOU said 'No'." said the Goblin in a slightly irritated tone of voice. Spider-Boy recognized something, something he failed to see from the beginning.

"Hayden? What have you done?" Spider-Boy asked the Goblin.

"What you made me do! You were my friend, and you BETRAYED. ME!" shouted the Goblin with the black and green veins surrounding his eyes growing larger and showing off his sharp rotten looking teeth has he yelled.

"No, I didn't betray you. I was trying to protect you" Spider-Boy said walking in small steps to the Goblin but then stopped when he was only inches towards the glider.

"Protect me? Look at me now! You couldn't have just given me your blood and maybe we could have avoided this? No, of course not. You just had to be selfish and keep that radioactive blood of yours inside your veins!" scolded the Goblin, wanting to make Spider-Boy feel like he was being a bad friend.

"Hayden, it's gonna be okay. We're gonna get you through this" Spider-Boy said reassuringly. The Goblin chuckled and showed an evil smile.

"You gave me hope, and then you take it away..." said the Goblin now hovering around Spider-Boy in circles with his glider. Spider-Boy shook his head slowly.

"Hayden, no"

"...And now, I'm gonna take away YOURS!" shouted the Goblin before flying up to the chandelier and taking Penny off it, holding her in his arms.

**(Start playing the song 'How to be eaten by a Woman' by the Glitch Mob as you read this fight sequence, I promise you it will make it more epic)**

"Hayden! Come back here!" Spider-Boy yelled jumping onto a wall and climbing up it to get to the Goblin and Penny. Peabody then looked at Sandman and he grinned.

"Well, mutt, looks like it's just you and me. We're gonna have a great time" said Sandman before using his hammer formed hand to whack Mr. Peabody across the room and through a wooden wall.

"Peabody!" Mary Jane screamed in horror and concern.

Spider-Boy followed the Goblin up to the fifth floor and he was standing on one of the stair handles.

"Hayden! Put her down, Hayden. This isn't you buddy, this is not you. Please, just put her down Hayden!" Spider-Boy said as the Goblin hovered above Spider-Boy and on the sixth floor.

"Hayden" Penny said as she was being held by the Goblin. He turned to her and gave her an angered look.

"HAYDEN IS DEAD!" screamed the Goblin into Penny's face.

"This is between you an me, Hayden! Do you understand!? Just put her down!" Spider-Boy shouted out. The Goblin just whispered 'Okay' and dropped her in mid-air, causing her to fall down and scream.

"NO!" Spider-Boy shouted jumping up into the air. He grabbed Penny and they both fell down back to the grand staircase floor together. Spider-Boy and Penny's falling made the chandelier come down and Mary Jane got free.

"Ow! Okay, ow! Ow! Ow!" Spider-Boy said getting up and rubbing his back in pain. The broken glass from the chandelier cut some holes open in the suit like some of the spider logo on the front and some parts of the left on his left thigh as well as parts of the midsection of his back.

"You okay?" Penny asked getting up. Spider-Boy nodded and then grabbed onto the handcuffs that bound her and yanked them off with his strength. He then got up and walked over to Mary Jane. He helped her up and yanked her cuffs off too.

"How are ya?" asked Spider-Boy.

"I'm fine. So, Mr. Peabody's son is the amazing Spider-Boy. Didn't expect that" she said with an awkward smile.

"Yeah, he was shocked to find out at first too" Spider-Boy said. An explosion was made on the floor and the impact of the explosion knocked the three of them onto their feet.

"Sherman! Are you okay?" Mr. Peabody asked as he got out of the hole his body made in the wall. Spider-Boy got up and nodded. The Goblin lowered himself down with the glider and began singing.

"The itsy bitsy spider went up the water spout" sang the Goblin flying over to Spider-Boy and punch him in the face so hard he was flung over to a wall and his back hit a large dark brown wooden pillar.

"Then came the Goblin and took the spider out" sang the Goblin as he now shot at Spider-Boy with the Gatling guns on the glider, but the spider senses allowed him to dodge the bullets and made them take large wooden bits out of the pillar he was up against before.

"Then came the sun and burned it's corpse to death" sang the Goblin and pressed a button on the glider's engine and made it shoot fire out of the turbine. Spider-Boy dodged that but it took a piece of his suit off the left shoulder and gave him a pretty bad burn.

"SHERMAN!" Mary Jane and Penny shouted.

"Oh no" Peabody said with tears welling up in his eyes and paws over his mouth.

"And the itsy bitsy spider never crawled AGAIN!" shouted the Goblin as he threw an orange grenade at him. The Grenade exploded in Spider-Boy's face and took large chunks out of the mask and flung him across the room and made a hole in the wall.

"You and me ain't done you dumb animal" said a voice from behind Peabody. Behind him came the Sandman and Peabody began running with the Sandman following him.

Spider-Boy got up and tore the nearly destroyed mask off.

"I'm guessing we're not friends anymore" Sherman joked throwing his destroyed mask to the side. The Goblin flew up to him and got off the glider.

"You better believe we're not!" the Goblin screamed and he and Spider-Boy began fighting.

**(You can stop playing the song now)**

** A/N: There you have it! Part one of the epic final fight sequence! Part two will be in the next update and will be just as epic! I promise. More to come in the next update, as well as Spider-Boy vs the Goblin and Mr. Peabody vs Sandman! Please review, thanks!**


	9. Hotel Confrontation (Part 2)

**A/N: Part 2 of the insanely intense epic battle has come between Spider-Boy and Mr. Peabody vs. the Green Goblin and the Sandman. So, the Goblin found out that Sherman is really Spider-Boy, and Sherman found out that the Goblin is really Hayden. Also, Sherman got some holes torn in his suit by falling onto a chandelier, a hole burnt into his shoulder with a burn on his skin, and a grenade blew up in his face, and trashed his mask up. This is where we left off, enjoy!**

** (Normal P.O.V.)**

** (Start playing 'How to be Eaten by a Woman' by the Glitch Mob like in the last update because that is the selected song for this fight)**

Sherman was now pinned against a wooden pillar similar to the one the Goblin blew up with his guns and the Goblin was gripping tightly to his wrists. Sherman was screaming in pain as the squeezing grew tighter and tighter.

"Poor Sherman Peabody, alone and weak, just begging me to slaughter him" the Goblin said pulling out a switchblade out and getting ready to stab him.

"He's not alone!" came a voice. The Goblin looked up to see Mary Jane and Penny holding old pottery vases and they threw them at the Goblin. Using the fist that held the switchblade, he punched the vases and they broke. Sherman used this chance to break free of the Goblin's grip and kicked him in the stomach.

"Uh oh. Somebody's been a bad Goblin" cooed Sherman jokingly with a smile, wanting to get on the Goblin's bad side and taking a fighting stance. The Goblin just growled and did a back flip as his glider flew up from behind him and the Gatling guns loaded themselves.

"Oh crap" Sherman said as his smile disappeared and he gulped. The guns fired the bullets and Sherman dodged them all thanks to his spider senses and he jumped onto a large wooden statue of a woman holding a bowl of water that was next to the grand staircase.

"I offer you the world..." said the Goblin and he flew down over to Sherman and knocked him off the statue.

"I offer you partnership..." said the Goblin as he threw a bomb that unleashed razors from the bomb's shell. Sherman punched every single one and destroyed them, but he missed one and ended up cutting his left arm, which left a small diagonal cut in the suit and a bleeding cut on his arm.

"AGH!" Sherman shouted gripping onto the arm that got cut.

"And you spit in my face!" shouted the Goblin as he pressed the button on the engine of the glider that made flames shoot out the front and Sherman dodged it, making sure not a single blaze touched his skin.

"You killed all those people on the street. Do you honestly think I'd ever wanna join with you?" Sherman asked rhetorically. He then spotted the Goblin's glider turbine and shot some webbing into the fan. The glider began spinning out of control and it made the Goblin fall to the floor and the glider crashed into a wooden pillar and it broke into several little machine parts.

Meanwhile, in the abandoned kitchen area of the hotel, Mr. Peabody was deflecting every single one of Sandman's punches with a frying pan like it was a baseball bat.

"Back off!" Peabody yelled before dodging the next punch instead of deflecting it with the frying pan and jumped up in the air, hitting Sandman in the face.

"Ow!" shouted Sandman. Peabody then spotted some stoves in the corner that looked like they still worked and decided to run towards them.

"Oh no you don't!" Sandman said as he extended his sandy arm and grabbed Peabody's hind paw and held him upside down in front of his face.

"Someone's been a bad doggy" cackled the Sandman and threw Peabody across the room and his face hit the wall, leaving a small crack in the left lens of his glasses.

Back with Sherman and the Goblin they were throwing kicks at each other as they walked up the grand staircase.

"We could have ruled New York together, Sherman. But you just refused to see our kinship, we were truly brothers" the Goblin said with a smile as he tried to punch Sherman but kept on missing.

"Brothers, huh? Well then I'm telling mom" Sherman joked as he shot two strands of webbing at one of the statues at the bottom of the staircase and yanked the web so hard that the heavy wooden sculpture hit the Goblin on the back and broke into several wooden shards that lodged themselves into his back. The Goblin screamed out in pain.

"Green Goblin? More like the Porcupine" Sherman said. The Goblin growled and pounced onto Sherman, taking one of the wooden spikes out of his back and got ready to stab Sherman with it.

"Say goodbye to the world as you know it, Sherman. And as for Penny, she and I are gonna have one Hell of a time" cackled the Goblin. Sherman caught the Goblin's wrist and got up squeezing the wrist tightly.

"You. Do. Not. TOUCH HER!" Sherman screamed before kicking him repeatedly and punching him so hard that pieces of his armor just chipped off or just broke into pieces like the glider.

Back in the kitchen, Peabody got up and found he was by the stoves he was trying to get to and cranked the knob up. Flames came out of the stove as the beagle predicted.

"Yes, I knew it" Peabody said. He then looked up and saw on the shelf there was a dusty can of air freshener that was full. He took the can off the shelf and got on top of the stove behind where the flame was.

"Hey, Sandman!" the beagle shouted, getting his attention.

"If you can take the heat, then get out of the kitchen!" said Peabody with a smile and sprayed the air freshener. The stream went through the flames and caught on fire. The flames came into contact with Sandman's chest and knocked him to the ground with his chest turned into glass.

"Gotcha" Peabody said as he walked slowly over to his fallen opponent.

"So now what? You gonna finish me off?" Sandman asked. Peabody now stood on Sandman's lap and spoke.

"No, I'm offering you a chance to redeem yourself" he said.

"Redeem myself? If anyone has to redeem themselves it's that dumb son of yours! He set me up and made me look like a fool in front of everyone!" the Sandman said. Peabody smacked Sandman across the face and spoke.

"Neither Spider-Boy or Sherman has the fault of what happened to you. He was trying to help you, that officer was too stupid to listen and just took the shot. You've been telling yourself lies about what happened to you, Edd Dawson" Peabody told him. Sandman then formed a large sandy fist and had it gripped onto the dog's throat.

"Define lying to myself" growled the Sandman. Peabody gasped for air and then spoke.

"Sometimes we tell ourselves lies because we don't want to accept what's happened. And unless we accept the truth, our lies become our reality. Don't let lies make you what you are, Edd. It's not to late to accept the truth" Peabody said trying to convince Sandman. He then began getting a sad look and let go of Mr. Peabody.

"Goblin" Sandman growled and looked behind him through the hole in the wall and walked towards him.

Back with Sherman, the Goblin was now pinning him to the floor by his neck after overpowering him with a punch to the crotch.

"Face it, Sherman, you've lost. Not everyone has a happy ending" the Goblin said with a sickly smile and held up his switchblade.

"Hayden, please. Don't do this" Sherman rasped.

"It's too late to beg for mercy, Sherman. Die. NOW!" the Goblin shouted about to stab Sherman.

"NO!" Penny and Mary Jane screamed with tears in their eyes at the same time. The knife was stopped by Sandman knocking the Goblin off Sherman and the knife fell down an air vent.

"Traitor!" shouted the Goblin. Sandman then began forming a large sand dome over the Goblin that he couldn't get out of because the dome kept getting smaller and smaller. Sherman then looked to his left to see the turbine of the destroyed glider and crawled over to it. Sherman then reached into the fan and pulled out the webbing and held it up.

"You were never a good friend" Sherman said as he pressed the button on turbine and shot a large stream of fire out of the engine and turning Sandman into glass, killing him in the process. Sherman then stopped holding his finger down on the button and the flames stopped. Now all he saw was the Goblin being frozen in a glass prison made from the Sandman's body.

**(You can stop playing the song now, hope you liked the final half of the fight scene)**

"Sherman!" shouted a voice. He looked above him to see Mr. Peabody running over to him and hugging him.

"Thank God you're okay" Peabody whispered as he hugged his son.

"I was worried about you too" Sherman said as he Peabody stopped hugging him and helped him up.

"Are you hurt?" asked the beagle.

"Ankle hurts a bit, other than that I'm okay" Sherman said. Penny and Mary Jane ran down the grand staircase and ran over to their loved ones.

"I'm sorry about Hayden" Penny said to Sherman as she wrapped her arms around his midsection and Sherman did the same with hers.

"Don't need him. I've got everything I need right in front of me" Sherman said with a smile and caressed her cheek. The two of them then began kissing one another with their eyes closed.

"You came back for me" Mary Jane whispered happily.

"Of course I did, I love you" Peabody said.

"I love you too" Mary Jane said and kissed Peabody on the lips gently. The two guys stopped making out with their girlfriends and looked to each other.

"Let's get Penny home and I'll take a look at that ankle, and help you with that burn on your shoulder, how does that sound?" Mr. Peabody offered. Sherman nodded and picked Penny up in his arms. Peabody and Mary Jane walked together with his paw in her hand and walked together.

**A/N: Don't think it's over just yet! We still have one more chapter after this. And then we move on to 'The Amazing Spider-Boy 3!' Yay! Also, to those of you who are Sherman/Penny shippers, I am never going to kill off Penny in a million years! The two of them complete each other! And in the next update there will be a villain cameo at the end, as well as a special surprise. More to come in the next update. Please review, thanks!**


	10. The Shocker

** A/N: Here is the final chapter of 'The Amazing Spider-Boy 2' before 'The Amazing Spider-Boy 3' and trust me, that one I know you will love! Anyways, Peabody was able to convince the Sandman that it wasn't Spider-Boy's fault he got shot, but his own, and turned against the Goblin, allowing Sherman to trap the Goblin inside a glass prison made of Sandman's body. Now, this is the happy ending. Enjoy!**

** (Normal P.O.V.)**

Mr. Peabody was by the elevator where Mary Jane was about to enter. He kissed her on the hand and spoke.

"Goodnight, my love" said the beagle. MJ then entered the elevator and went down. Once he said goodnight to her and said bye to her for the time being, he went back to the living room and saw Sherman still in his trashed up Spider-Boy suit sitting on the couch.

"Take off your shirt and I'll take a look at that" Peabody instructed gently. Sherman did as asked and took off the skin-tight spandex shirt of his suit to reveal a nasty burn on his shoulder.

"Oh, that's gonna take some work. Not to worry, I'll fix it" Peabody said walking into the kitchen and then coming out a few minutes later with a bowl of cold water and a washcloth.

"You really took some heavy hits today. I'm impressed" the beagle said calmly as he placed the wet cloth on Sherman's burn. The boy hissed in pain at this but then found it durable.

"Thank you, Mr. Peabody. But I lost a friend today. Hayden gave himself in to his own anger and lust for revenge that I couldn't save him" Sherman said as he felt the cool washcloth touch his shoulder. Mr. Peabody felt bad for his son and placed a paw on his back.

"Revenge is like a poison, Sherman. It can take over us, make us do things we don't wanna do. And before you know it, it turns you into something ugly" Peabody said as he now pulled out a first aid kit and started rubbing disinfectant on the burn.

"I wish he would have realized that before he tried to kill me, and before he kidnapped Penny and Mary Jane" Sherman said. Peabody then began wrapping the gauze around Sherman's shoulder, making sure it was tight enough not to fall off.

"So do the ones who've lost their lives to the monster that Hayden had become. Sometimes we can save those lost souls, sometimes we can't" said Mr. Peabody. He then went over to get Sherman's pajamas and brought them into the living room.

"Alright, let me take this ratty trashed up suit and I'll leave one of the backup suits I made for you on your bed" Peabody said as he handed Sherman the pajamas. Sherman took the pants and the boots off and handed them to the beagle and put the pajamas on in the suit's place.

"Thanks for listening, it really helps" said Sherman as he walked into his bedroom and away from his father.

"You're very welcome, Sherman" Mr. Peabody said before tossing the old and destroyed suit in the garbage. Sherman then went into bed and fell asleep.

** -Three Weeks Later-**

Inside the Coleman hotel, the glass prison where the Green Goblin was kept was slowly cracking and there was grunting and muffled screaming coming from the inside. Where the Goblin's left hand was, the glass broke and he could move his hand. After the hand was free, the rest of the glass broke after the Goblin struggled a bit and finally got free.

"Finally" said the Goblin as he lied on the carpet with broken glass surrounding him and there was some tears in his suit with the glass shards that cut through the fabric. As he took in breath after breath, the Goblin's body began reverting to normal. His teeth were normal, no more black and green veins surrounding his face, his orange emo hair went back to being brown, his nails even went back to normal as well as his pointy ears turned back to the way they used to be.

"You think you've stopped me, Sherman? You've stopped NOTHING!" shouted Hayden as he got up from the floor and saw his reflection in what was left of the glass prison. He put a hand on his cheek to feel his old face and then took the hand off.

"This is not the end, I'll find you. And I will destroy you" said Hayden into the glass. He then growled and then got so angry that he began screaming and punched the glass, causing it to break into a million littler pieces.

Meanwhile, at the Peabody Penthouse, Sherman was in his swimming trunks and jumped into the pool on the deck. His burn and his other injuries have already been healed within just a week and a half. Mr. Peabody had invited Penny and Mary Jane over for a pool party and Sherman and Penny were splashing each other in the face, laughing as they did so.

"You know, despite having to deal with Sandman and the Goblin, this has been a pretty great summer" Penny said as she swam towards Sherman and put her hand on his shoulders. Sherman did the same and smiled.

"Yeah, but the Goblin and Sandman weren't the real highlight of my whole vacation though" Sherman said softly.

"Oh, then what was?" the blonde asked him.

"You were" he said simply and placed one soft kiss on her forehead and then hugged her. Both were smiling with their eyes closed and smiles on their faces as they embraced each other in the water.

"Sherman, Penny! Burgers are ready!" Mr. Peabody called out. They opened their eyes and broke the hug, the two of them swam to the pool ladder and got out of the pool.

"Ah, there you two are" said Mr. Peabody with two paper plates of burgers and Mary Jane was walking behind him wearing a tan tank top and frayed shorts with some black flip-flops on her feet.

"Hope you guys are hungry" said Mr. Peabody as he handed Penny and Sherman their food. Screaming caught their attention and the four of them ran to the edge to see some guy wearing a yellow padded fishnet style shirt with a mask covering his face, with a black vest, black pants, and metal combat boots, black gloves that had metal on them and he was shooting supersonic waves out of the palms.

"What are you waiting for? Go on" Mary Jane said encouragingly. Sherman nodded and ran to go get his suit on. Once a minute and a half passed, Sherman came out with his suit on but was about to put the mask on.

"I'll be sure to hurry back. Keep the burgers warm for me, okay?" Sherman asked. He then gave Penny a quick kiss on the lips and put the mask on. Spider-Boy jumped off the edge and began swinging towards the mysterious man.

"Head's up!" shouted Spider-Boy. The figure looked behind him and got a swift kick in the face from Spider-Boy. Once he was on the ground, Spider-Boy jumped onto a street lamp.

"So, Spider-Boy has decided to show himself to face me" said the figure.

"And who are you supposed to be? Quilt-Man? The Cushion?" Spider-Boy joked.

"I'm the Shocker! I'd tell you not to forget it, but you won't be alive long enough to worry about that" said the Shocker as he raised his gloved hands and clapped them together twice. Supersonic waves were shot at Spider-Boy, but he dodged them thanks to his spider senses and ended up destroying the street lamp instead. Now Spider stood in front of Shocker at a safe distance.

"You need to be taught a lesson, punk. And Shocker's school of heavy hitting is open for business" said the Shocker a little bit angry that his blasts missed Spider-Boy.

"Give me a break, dude, I highly doubt that you out of all people would have any class, let alone a whole school worth" said Spider-Boy with his arms crossed against his chest.

"That's it, web-head, now you die!" shouted Shocker as he began charging at Spider-Boy. He jumped above Shocker and shot two strands of webbing at the blue glowing lights on his gloves and with just a simple yank, they were torn off.

"Not so tough without your little noisemakers, aren't ya?" asked Spider-Boy as he crushed the lights in his hands. The Shocker then tried to run away after a short growl, but Spider-Boy ran after Shocker and jumped over him again. When he spotted two streetlights, Spider put one thumb down on his wrist and put his middle and ring fingers down on his palm. With Spider-Boy's thumb placed down, the web shot out from the left and right sides and attached itself to the lamps. Shocker ran into the giant web and was stuck in it.

"And so the fly has been caught by the Spider" Spider-Boy said jokingly.

**-The End-**

**(The Amazing Spider-Boy 2 Play-list)**

** It's On Again (Ft. Kendrick Lamar) – Alicia Keys**

** Summertime Guys – Nikki Clearly**

** How to be eaten by a Woman – Glitch Mob**

** Beating Heart (Sherman & Penny's love theme 2) – Ellie Goulding**

** Stranger – Skrillex**

** That's my Man – LIZ**

** Dust to Dust (Mr. Peabody and Mary Jane's love theme) – Civil Wars**

** A/N: There you are everyone! That's our ending! And Hayden getting out of the glass was the twist I told you about. So Hayden is gonna be in 'The Amazing Spider-Boy 3' as one of the secondary villains along with the other two villains I'm planning to put in there. And there's gonna be another little surprise in there. More to come in the sequel. Please review, thanks!**


End file.
